9911796707
|
Home
Forgot password New User/ Regiser ⇒ Register to get Live Demo
2022 (6) TMI 621 - AT - Companies LawScope of the Point of difference - Divergent views of the members of tribunal - matter referred to third member - appealable order or not - appellant sight that more points to be included in the reference made to third member - Seeking Permanent Injunction restraining the Respondent No.1 and/or Vindhya Telelinks Limited from holding any purported Extra Ordinary General Meeting of the 1st Respondent, proposed to be held at Kolkata on 19.06.2021 or on any other date - HELD THAT - In the instant case on hand before this Tribunal, the point of difference, stated / formulated by the Hon ble Members of the National Company Law Tribunal dated 11.02.2022 in CP Nos. 112, 113 and 114/KB of 2021 is a mere statement upon a Ministerial Act and it is neither a preliminary order nor an interlocutory order and does not partake the character and status of an Order, as per Section 421 (1) of Companies Act, 2013. Further, the point of difference formulated by the Hon ble Members of the Tribunal on 11.02.2022 does not finally and conclusively determine the Right of Parties, in quite earnest, as opined by this Tribunal. Although, in the instant case, it is argued on the side of the Appellants that an Appeal lies against any Order passed by the Tribunal and therefore, the instant Company Appeal Nos. 67, 68 and 69 of 2022 are preferred before this Tribunal as against the Order dated 11.02.2022 made in CP Nos. 112, 113 and 114 of KB of 2021, because of the fact that the term, any proceedings before the Tribunal occurring in Section 420 (1) of the Companies Act, 2013, is wider than Judicial Proceedings, this Tribunal is of the earnest opinion that the said impugned order dated 11.02.2022 of the Tribunal in CP Nos. 112, 113 and 114 of KB of 2021 cannot be termed by no stretch of imagination as an Order, in the teeth of culling out of the point of difference (between the Hon ble Two Members of the Tribunal) and formulating the same, is just a Ministerial Act (on Administrative Side) of the Tribunal, without an entry upon any Adjudicatory Process. It does not effectively determine any Right or Obligation of the Parties to the LIS. Apart from that, the impugned order dated 11.02.2022, passed by the Hon ble Members is nothing but a part and parcel of their Statutory Duty because of their occupational status enjoined upon them, in referring the matter to the Hon ble President of the Principal Bench of National Company Law Tribunal, to resolve the impasse in regard to the point of difference formulated by them and no opportunity is to be provided to the Parties for the purpose of hearing, when Section 419 (5) of the Companies Act, 2013, is conspicuously silent in this regard, of Hearing the Parties and also there is no requirement of supply of formulation of the point of difference framed by the Hon ble Members of the Tribunal on 11.02.2022 to the Parties. The appeal filed by the Appellants before this Appellate Tribunal are per se not maintainable in the eye of law and they are otiose one, because of the crystalline fact that the formulation of point of divergence is not an Appealable Order, pending rendering of an opinion/decision by the Hon ble Third Member (on the aspect of maintainability of CP Nos. 112, 113 and 114/KB of 2021 on the file of the Tribunal) in embarking upon the aspect of resolving the differences/controversies centering around the subject matter in issue. Resultantly, the instant Appeals fail.
Issues Involved:
1. Maintainability of the Company Petitions. 2. Grant of Interim Reliefs. 3. Authority and Jurisdiction of the Referral Member. 4. Appealability of the formulation of the point of difference. Detailed Analysis: 1. Maintainability of the Company Petitions: The primary issue involved was whether the Company Petitions filed by the appellants in their capacity as Significant Beneficial Owners (SBOs) were maintainable before the Tribunal, given that there was no registered shareholding of the petitioner companies in the respondent company. The Hon'ble Members of the Tribunal had divergent views on this point. One Member opined that the petitions were not maintainable, while the other Member believed that the petitions were maintainable based on the specific circumstances and the long history of litigation between the parties. 2. Grant of Interim Reliefs: Another significant issue was whether interim reliefs sought in the Company Petitions deserved to be granted. The Hon'ble Judicial Member dismissed the petitions on the grounds of non-maintainability and consequently did not grant interim reliefs. In contrast, the Hon'ble Technical Member, while holding the petitions to be maintainable, granted interim reliefs to the petitioners until the final disposal of the petitions. 3. Authority and Jurisdiction of the Referral Member: The matter was referred to the Hon'ble President of the National Company Law Tribunal (NCLT) for appointing a third Member to resolve the points of difference. The third Member's jurisdiction was confined to the point/points on which the original Bench differed. The appellants contended that the third Member should consider the whole conspectus of issues, including the grant of interim reliefs, which received the Tribunal's consideration in its judgment and order dated 02.07.2021. 4. Appealability of the Formulation of the Point of Difference: The appellants argued that the formulation of the point of difference by the Hon'ble Members of the Tribunal dated 11.02.2022 was a judicial order and, as per Section 421(1) of the Companies Act, 2013, any person aggrieved by an order of the Tribunal may prefer an appeal to the Appellate Tribunal. The respondents contended that the formulation of the point of difference was not an order and, therefore, not appealable. They argued that the point of difference was a ministerial act and did not constitute a judicial order that determined the rights or liabilities of the parties. Conclusion: The National Company Law Appellate Tribunal (NCLAT) concluded that the formulation of the point of difference by the Hon'ble Members of the Tribunal on 11.02.2022 was not an appealable order. The NCLAT held that the point of difference was a ministerial act and did not finally and conclusively determine the rights of the parties. Consequently, the appeals were dismissed as not maintainable, and the Hon'ble Third Member was directed to resolve the differences/controversies between the parties as deemed fit.
|
